As filed with the Securities and Exchange Commission on July 13, 2004
Registration No. 333-116819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LG.Philips LCD Co., Ltd.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
| The Republic of Korea | | 3679 | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
17th Floor, West Tower, LG Twin Towers
20 Yoido-dong, Youngdungpo-gu
Seoul, Republic of Korea 150-721
(011) 82-2-3777-0790
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
LG.Philips LCD America Inc.
150 East Brokaw Road
San Jose, California 95112
(408) 350-7723
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies To:
| | |
Jinduk Han, Esq. Sung K. Kang, Esq. Cleary, Gottlieb, Steen & Hamilton Bank of China Tower 1 Garden Road, Central, Hong Kong, SAR People’s Republic of China | | Jin Hyuk Park, Esq. Simpson Thacher & Bartlett LLP 7th Floor, Asia Pacific Finance Tower 3 Garden Road, Central, Hong Kong, SAR People’s Republic of China |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement is being filed solely for the purpose of filing exhibits to the Registration Statement, and no changes or additions are being made hereby to the Prospectus which forms a part of the Registration Statement. Accordingly, the Prospectus has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the underwriting agreement, the proposed form of which is filed as Exhibit 1.1, which contains certain provisions for the indemnification by the underwriters of the Registrant and the Registrant’s directors and officers who signed the registration statement against certain civil liabilities under the Securities Act.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
The following table sets forth the date of sale and title and amount of securities sold within the last three years that were not registered under the Securities Act of 1933. All such securities were issued outside the United States to individuals or entities who were not citizens or residents of the United States. Accordingly, the offering and issuance of such securities were not subject to the registration requirements of the Securities Act of 1933.
| | | | | | | | | | |
Date of Issuance
| | Securities
| | Aggregate
Offering Price
| | Principal Underwriters or Purchasers
| | Purchase Discounts and Underwriters’ Commissions
|
| | | | | (in billions of Won and millions of US$) | | | | (in billions of Won and millions of US$) |
September 10, 2001 | | Term Notes | | US$ | 140 | | Citicorp International, ABN AMRO | | US$ | 4.8 |
| | | | |
July 30, 2001 | | Debentures | | (Won) | 200 | | Meritz Securities Co., Ltd., Korea Development Bank | | (Won) | 11.5 |
| | | | |
November 6, 2002 | | Debentures | | (Won) | 300 | | SK Securities Co., Ltd., Korea Development Bank | | (Won) | 16.9 |
| | | | |
Oct 2, 2003 | | Debentures | | (Won) | 250 | | SK Securities Co., Ltd., LG Investment & Securities Co., Ltd. | | (Won) | 5.3 |
| | | | |
November 4, 2003 | | Floating
Rate Notes | | US$ | 202 | | Korea Development Bank ABN AMRO Woori Bank | | US$ | 3.2 |
| | | | |
November 4, 2003 | | Term Note | | US$ | 63 | | China Construction Bank DBS Bank | | US$ | 1.0 |
| | | | |
December 11, 2003 | | Term Note | | US$ | 100 | | Mizuho Corporate Asia (H.K.) Limited | | US$ | 1.6 |
| | | | |
May 13, 2004 | | Debentures | | (Won) | 300 | | SK Securities Co., Ltd., LG Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd. | | (Won) | 6.7 |
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ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are exhibits to the registration statement.
| | |
Exhibit Number
| | Description of Exhibit
|
| |
| 1.1 | | Form of Underwriting Agreement. |
| |
| 3.1† | | Articles of Incorporation (English translation). |
| |
| 4.1 | | Form of Common Stock Certificate (including English translation). |
| |
| 4.2** | | Form of Deposit Agreement (including Form of American Depositary Receipt) |
| |
| 5.1† | | Opinion of Kim & Chang. |
| |
| 10.1† | | Form of Shareholders’ Agreement between LG Electronics and Philips Electronics. |
| |
| 10.2 | | Form of Registration Rights Agreement between LG.Philips LCD and LG Electronics |
| |
| 10.3 | | Form of Registration Rights Agreement between LG.Philips LCD and Philips Electronics |
| |
| 21.1† | | List of subsidiaries of the Registrant. |
| |
| 23.1† | | Consent of Samil PricewaterhouseCoopers. |
| |
| 23.2† | | Consent of Kim & Chang (included in Exhibit 5.1). |
| |
| 24.1† | | Power of Attorney. |
| |
| 24.2† | | Resolutions of the Registrant’s Board of Directors |
| * | To be filed by amendment. |
| ** | Incorporated by reference to the Registrant’s Registration Statement on Form F-6 (file number 333-117149). |
(b) Financial statement schedules are included in the notes to the consolidated financial statements included in the registration statement.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seoul, The Republic of Korea, onJuly 13, 2004.
| | |
| LG.PHILIPS LCD CO., LTD. |
| |
By | | /s/ Ron H. Wirahadiraksa
|
| | | Name: Ron H. Wirahadiraksa |
| | | Title: Joint Representative Director and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below onJuly 13, 2004.
| | |
Signature
| | Title
|
| |
/s/ Ron H. Wirahadiraksa*
Ad Huijser | | Chairman of the Board of Directors |
| |
/s/ Ron H. Wirahadiraksa*
Bon Joon Koo | | Joint Representative Director, Vice-Chairman and Chief Executive Officer |
| |
/s/ Ron H. Wirahadiraksa
Ron H. Wirahadiraksa | | Joint Representative Director, Senior Executive Vice-President and Chief Financial Officer (Principal Accounting Officer) |
| |
/s/ Ron H. Wirahadiraksa*
Frans van Houten | | Vice-Chairman of the Board of Directors |
| |
/s/ Ron H. Wirahadiraksa*
Young Chan Kim | | Director |
| |
/s/ Ron H. Wirahadiraksa*
Woo Hyun Paik | | Director |
* Attorney-in-fact
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
LG.PHILIPS LCD CO., LTD.
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of LG.Philips LCD Co., Ltd., has signed this Registration Statement or amendment thereto in the City of San Jose, State of California, on the13th day ofJuly 2004.
| | |
| LG.PHILIPS LCD AMERICA INC. |
| |
By | | /s/ Hosung Kim
|
| | | Name: Hosung Kim |
| | | Title: President |
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EXHIBIT INDEX
| | |
Exhibit Number
| | Description of Exhibit
|
| |
| 1.1 | | Form of Underwriting Agreement. |
| |
| 3.1† | | Articles of Incorporation (English translation). |
| |
| 4.1 | | Form of Common Stock Certificate (including English translation). |
| |
| 4.2** | | Form of Deposit Agreement (including Form of American Depositary Receipt) |
| |
| 5.1† | | Opinion of Kim & Chang. |
| |
| 10.1† | | Form of Shareholders’ Agreement between LG Electronics and Philips Electronics. |
| |
| 10.2 | | Form of Registration Rights Agreement between LG.Philips LCD and LG Electronics |
| |
| 10.3 | | Form of Registration Rights Agreement between LG.Philips LCD and Philips Electronics |
| |
| 21.1† | | List of subsidiaries of the Registrant. |
| |
| 23.1† | | Consent of Samil PricewaterhouseCoopers. |
| |
| 23.2† | | Consent of Kim & Chang (included in Exhibit 5.1). |
| |
| 24.1† | | Power of Attorney. |
| |
| 24.2† | | Resolutions of the Registrant’s Board of Directors |
| * | To be filed by amendment. |
| ** | Incorporated by reference to the Registrant’s Registration Statement on Form F-6 (file number 333-117149). |
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